CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                              MASSEY ENERGY COMPANY

                                  WITH AND INTO

                                FLUOR CORPORATION



--------------------



                         Pursuant to Section 253 of the

               General Corporation of Law of the State of Delaware



--------------------





          Fluor Corporation, a Delaware corporation (the "Company"), does hereby

certify to the following facts relating to the merger (the "Merger") of Massey

Energy Company, a Delaware corporation (the "Subsidiary"), with and into the

Company, with the Company remaining as the surviving corporation:



          FIRST:    The Company is incorporated pursuant to the General

Corporation Law of the State of Delaware (the "DGCL").  The Subsidiary is

incorporated pursuant to the DGCL.



          SECOND:   The Company owns all of the outstanding shares of each class

of capital stock of the Subsidiary.



          THIRD:    The Board of Directors of the Company, by the following

resolutions duly adopted on November 30, 2000, determined to merge the

Subsidiary with and into the Company pursuant to Section 253 of the DGCL:



          WHEREAS, Fluor Corporation, a Delaware corporation (the "Company"),

          owns all of the outstanding shares of the capital stock of Massey

          Energy Company, a Delaware corporation ("Subsidiary"); and



          WHEREAS, the Board of Directors of the Company has deemed it advisable

          that the Subsidiary be merged with and into the Company pursuant to

          Section 253 of the General Corporation Law of the State of Delaware;



          NOW, THEREFORE, BE IT AND IT HEREBY IS



          RESOLVED, that the Subsidiary be merged with and into the Company (the

          "Merger"); and it is further



          RESOLVED, that by virtue of the Merger and without any action on the

          part of the holder thereof, each then outstanding share of common

          stock of the Company shall remain unchanged and continue to remain

          outstanding as one share of common stock of the Company, held by the

          person who was the holder of such share of common stock of the Company

          immediately prior to the Merger; and it is further

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          RESOLVED, that by virtue of the Merger and without any action on the

          part of the holder thereof, each then outstanding share of common

          stock of the Subsidiary shall be canceled and no consideration shall

          be issued in respect thereof; and it is further



          RESOLVED, that the proper officers of the Company be and they hereby

          are authorized and directed to make, execute and acknowledge, in the

          name and under the corporate seal of the Company, a certificate of

          ownership and merger for the purpose of effecting the Merger and to

          file the same in the office of the Secretary of State of the State of

          Delaware, and to do all other acts and things that may be necessary to

          carry out and effectuate the purpose and intent of the resolutions

          relating to the Merger; and it is further





          RESOLVED, that upon the filing of the Certificate of Merger, Article

          FIRST of the Restated Certificate of Incorporation of the Company

          shall be amended in its entirety to read as follows:



          "The name of the corporation is Massey Energy Company"



          FOURTH:   This Certificate of Ownership and Merger shall be effective

as of 5:00 p.m. Eastern Standard Time on November 30, 2000.







          IN WITNESS WHEREOF, the Company has caused this Certificate of

Ownership and Merger to be executed by its duly authorized officer this 30th day

of November, 2000.





                              FLUOR CORPORATION

{PAGE}



                              By: /s/ E.P Helm

                                 ----------------------------------



                              Name:  E. P. Helm

                              Title: Assistant Secretary

{PAGE}



                     RESTATED CERTIFICATE OF INCORPORATION



                                      OF

                               FLUOR CORPORATION



                        (Incorporated January 23, 1978)



     FIRST:  The name of the Corporation is:

                               FLUOR CORPORATION



    SECOND:  The address of the registered office of the Corporation in the

State of Delaware is 229 South State Street in the City of Dover, County of

Kent, and the name of its registered agent at that address is The Prentice-Hall

Corporation System, Inc.



    THIRD:  The purpose of the Corporation is to engage in any lawful act or

activity for which corporations may be organized under the General Corporation

Law of Delaware.



    FOURTH:   The Corporation shall be authorized to issue two classes of shares

of stock to be designated, respectively, Preferred Stock and Common Stock; the

total number of shares which the Corporation shall have authority to issue is

170,000,000; the total number of shares of Preferred Stock shall be 20,000,000

and each such share shall have no par value; the total number of shares of

Common Stock shall be 150,000,000 and each such share shall have a par value of

$0.625.



     Shares of Preferred Stock may be issued from time to time in one or more

series.  The Board of Directors is hereby authorized to fix the voting rights,

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